Exhibit
10.10


 


*** CERTAIN CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND


FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE


COMMISSION PURSUANT TO RULE 24B-2 OF THE


SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED


 





 


	
  National
  Community

  Pharmacists Association

  100 Daingerfield Road

  Alexandria, VA 22314

  	
   

  	
  Community Pharmacy

  Ventures, Inc.

  100 Daingerfield Road

  Alexandria, VA 22314

  	
   

  	
  Community MTM

  Services, Inc.

  100 Daingerfield Road

  Alexandria, VA 22314

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  May 3,
  2007

  



 


Mr. Richard
Barasch


Universal
American Financial Corporation


6
International Drive, Suite 190


Rye
Brook, NY 10573


 


Dear
Richard:


 


We
are writing to you as a follow up to the discussions that we have had with you.
As you know, the National Community Pharmacists Association (NCPA) is committed
to enhancing the role of the community pharmacists in the delivery of health
care. To achieve that goal, NCPA identifies opportunities for community
pharmacists to provide specialized patient care services, including programs
designed not only to yield clinical benefits for patients but also to generate
cost savings for patients, payors, and providers. Community Pharmacy Ventures, Inc.,
which is a wholly owned subsidiary of NCPA (CPVI), is committed to assisting
pharmacists in better serving their patients by identifying opportunities to
form alliances and implement specialized programs with health plan sponsors.
Community MTM Services, Inc., also a wholly owned subsidiary of NCPA
(CMTM), is building the electronic technology platform over which these
programs will be managed and delivered.


 


We
are presently in the process of discussing with MemberHealth, Inc. (MHRX)
an amendment (the “Amendment’) to the October 21, 2005 agreement (the
“Subcontract”) between it and CCRX, which CCRX subsequently assigned in part to
NCPA and in part to CPVI. Among other things, the Amendment contains NCPA’s and
CPVI’s approval of your merger with MHRX, an extension of the Subcontract
through December 31, 2015, an 18-month NCPA marketing non-compete post
termination of the Subcontract, and a mutual exclusivity provision which we
believe will be mutually rewarding. We are therefore writing to you to confirm
a framework for a strategic alliance with you, something to which we attach
importance to and to which we believe you will also attach importance.


 


Below
are the terms of a strategic alliance which we at NCPA and CPVI consider
critical. Please sign this letter where indicated below to confirm your
commitment to the strategic alliance and your agreement to the arrangements set
out in this letter.


 


1.
You agree that from and after your acquisition of MHRX,
you and we (i.e., NCPA and its affiliates) will periodically consider, in good
faith, the feasibility of adding all of your and your


 


	
  THE VOICE OF THE COMMUNITY PHARMACIST

  	
  100
  Daingerfield Road

  Alexandria, VA 22314-2888

  (703) 683-8200 PHONE

  (703) 683-3619 FAX

  



 






*** Material has been omitted pursuant to a
request for confidential treatment and filed separately with the SEC.


 

















 


affiliates’
Medicare programs that contain a prescription drug benefit to the Scope of
Work, as applicable, contained in the Subcontract.


 


2.  You
agree that you will structure specifically-branded Medicare Advantage programs
(“NCPA MA Programs”) that include clinically appropriate services provided by
pharmacists, with payment arrangements that align incentives, so that the
pharmacists are appropriately paid for the services that they may provide, and
CPVI is paid for services that it may provide in connection with any NCPA MA
Programs.


 


(a)  To give effect to this, you will submit a bid to the
Centers for Medicare and Medicaid Services (“CMS”) for the 2008 year for one or
more Medicare Advantage programs specifically designed to align the interests
of the physician, pharmacist, plan and beneficiary under which the pharmacist
will have a clinically appropriate role in maintaining the health of the
patient and managing the overall medical costs of the plan through meaningful
clinical interventions to be developed between you (or your affiliate,
including but not limited to MHRX) and CPVI. For 2008 and later years during
the strategic alliance, you will consult with NCPA to maximize your and our
ability to implement these arrangements in light of applicable federal
reimbursement and program policies. Notwithstanding the foregoing, but subject
to paragraph 3 below, you (or your affiliate, including but not limited to
MHRX) will have the final authority for all pricing and reimbursement decisions
and policies, depending upon, among other things, your product bid with CMS.


 


(b)  NCPA MA Programs using the CMTM platform will be added
to the Scope of Work, as applicable, contained in the Subcontract for the
development and provision of pharmacist related to the clinical programs.


 


(c)  You agree that you will provide the retail pharmacies
with written materials for distribution in such pharmacies that describe only
those NCPA PDP and MA Programs (and other products mutually agreed upon) that
include a pharmacy drug component, including products sold with the involvement
of brokers, and any and all products or programs sold through MHRX, that would
utilize the CMTM platform, if appropriate.


 


(d)  You will consider, in good faith, using pharmacists,
through the CMTM platform, for the provision of clinically appropriate services
for all of your new business growth outside of MHRX (other than that
necessarily associated with the businesses of any other companies you acquire).


 


(e)  Everything outlined in this Section 2 shall be
structured in a way to give full effect to patient freedom of choice and
consistent with all disclosure requirements.


 


3.  In
order to give support and effect to the proposed clinical initiatives outlined
in Section 2 above, you have agreed to fund NCPA’s development of programs
that can be implemented by retail pharmacies having a goal of long term
beneficial impact on your medical loss ratio through the promotion of better
health, the enhancement of quality of care to beneficiaries through the
clinical involvement of pharmacists in the overall healthcare process and the
most appropriate use of cost effective medications (the “Programs”). The
Programs will be designed by NCPA, with your input,


 






*** Material has been omitted pursuant to a
request for confidential treatment and filed separately with the SEC.


 

















 


taking
advantage of our skills, technology and expertise. The Programs will include a
component whereby CPVI will introduce the Programs to retail pharmacies and
conduct education about the benefits of the Programs. We will mutually agree on
the Program’s development, project scope and direction.


 


(a)  Payment for development of the Programs will be as
follows:    ***   . These payments are based on our best
assessment of the time and resources needed in development of the Programs.


 


(b)  As a maintenance charge to keep the databases in
connection with NCPA MA Programs, you will pay CMTM    ***   .


 


(c)  The trademark or trademarks that NCPA owns now or during
the continuation of this relationship and which have a brand association with
NCPA (collectively, the “Mark”) will be only used by you and your affiliates
for the NCPA MA Programs, and the PDP under the Subcontract. The Mark may be
used for products or services of others if and to the extent you provide such
services or products through CMTM, CPVI and pharmacists. As a license fee for
the use of the Mark, you will pay NCPA    ***   .
The terms of use of the license will otherwise be those presently set out in
the Subcontract.


 


(d)  Through a program which is compliant with all applicable
governmental regulation, we shall jointly develop and assist in the
implementation of a consolidated marketing plan to market the NCPA MA Programs,
PDPs and any other products we mutually agree upon in accordance with the terms
and conditions of the Subcontract relating to the marketing budget. As it
relates to PDP and MA PDP plans, it is understood that only PDP and MA PDP
plans that are appropriate for pharmacy based marketing will be included in
this initiative. Nothing contained herein shall be construed to prevent a
Medicare beneficiary from enrolling in any PDP or MA-PD of the enrollee’s
choosing or to prevent you from providing information to a Medicare beneficiary
in response to such beneficiary’s request. The marketing, communication budget
and procedures as provided for under the Subcontract will remain unchanged and
will apply to this initiative.


 


(e)  Payments pursuant to this Section 3 shall
constitute your sole liability to NCPA, CPVI and/or CMTM for fees, expense
reimbursements, royalties and all other similar fees for the matters covered in
this letter. The time, materials and pharmacy services payments under the
Subcontract for the medication therapy management (MTM) services are not
included in this limitation and will continue separately under the Subcontract,
and payments for the implementation and administration other proposed programs
not yet under contract are similarly not included in this limitation and will
be governed by the contracts entered into in connection with those programs,
if, as and when such contracts are entered into. With


 






*** Material has been omitted pursuant to a
request for confidential treatment and filed separately with the SEC.


 

















 


respect
to the payments under the Subcontract that are limited hereby, any existing
payment terms with respect thereto under the Subcontract (including but not
limited to the Statement of Work, Compensation Attachment and all other
attachments, exhibits, schedules and appendices) shall be null and void,
unenforceable and of no legal effect.


 


4.               You agree that
only NCPA MA Programs, PDPs and other products mutually agreed upon by both you
and us will be marketed and sold by your agents in the retail pharmacies in
which such agents will be located. Such agents will have the right to make
appointments with consumers outside of the retail pharmacies to discuss any
other insurance product that fit the needs of such consumers. Outside of the
retail pharmacies and in your ordinary course of business, we also recognize
your right to offer any insurance product to any of your policyholders,
including but not limited to policyholders who are NCPA MA Program and PDP
enrollees.


 


5.               We agree to
execute the Amendment to the Subcontract incorporating the terms contained in
this letter.


 


6.     ***   .


 


7.  You and NCPA will actively consult with each other to
implement these agreements.


 


(a)  You and NCPA will continue to use, and as appropriate
appoint new representatives to, the Board of Advisors currently in place with
MHRX, to explore how best to advance our relationship. The charter for the
group will be expanded to explore how best to use our member retail pharmacies,
our CMTM network and our expanded intervention platform to positively impact (i) the
health of our beneficiaries, (ii) drug costs and (iii) the overall
medical costs to the plan, as well as related issues such as costs,
compensation for services, benefit designs, and areas of program.


 


(b)  In determining the nature and extent of the NCPA MA
Programs, in implementing the NCPA MA Programs, and in addressing issues
contemplated by 2(d) you will involve us, to the extent consistent with
your business judgment, applicable law and regulation, providing


 






*** Material has been omitted pursuant to a
request for confidential treatment and filed separately with the SEC.


 

















 


us
with detailed information, and will take account of our feedback. This will
give you the ability to give us design information, including applicable
reimbursement rates and regulatory constraints, and will give us an opportunity
to help you design to those parameters, to allow us to implement the alliance
in a way that benefits all stakeholders. This information will include all
information relevant to federal reimbursement policies and their impact on any
of the arrangements agreed to in this letter. However, the final decisions for
all design, pricing and reimbursement issues shall reside with you (or your
affiliate, including but not limited to MHRX) in your or its sole discretion.


 


8.  In consideration for your promises and agreements herein,
NCPA agrees that during the term of the strategic alliance and for eighteen
months after its termination, it will not market or promote any Medicare plans  or other senior market health insurance
products other than yours, in recognition of the importance
of the strategic alliance and the value to you of the NCPA MA Program and PDP
business.   ***   . You recognize that CMTM is developing
technologies that are intended to be an industry wide platform, neutral as to
products or participants, that needs to achieve critical mass of use by
pharmacists and others to be of value, and will be not be under any business
constraint.


 


9.  In the event any of the foregoing provisions do not
comply with applicable law, you agree to renegotiate such provisions in order
to make such provisions compliant with all applicable laws.


 


10.  If any provision of this Agreement is determined by the
parties, by a court, or by another governmental authority to be in violation of
applicable law, such provision will be severed from this Agreement and all
other provisions of this Agreement will remain in full force and effect.


 


Please confirm your agreement to the foregoing by signing this letter
below. We believe that a strategic alliance between our organizations will
prove nothing less than historical and fruitful for all involved. We look
forward to a long and mutually beneficial relationship with you, and wish you
the best in your merger with MHRX.


 


Yours
sincerely,


 


 


	
  /s/
  Bruce T. Roberts

  	
   

  	
  /s/ Kurt Proctor

  	
   

  	
  /s/ Donald Hackett

  
	
  Bruce
  T. Roberts

  Chief Executive Officer

  National Community

  Pharmacists Association

  	
   

  	
  Kurt Proctor

  President

  Community Pharmacy

  Ventures, Inc.

  	
   

  	
  Donald Hackett

  Chief Executive Officer

  Community MTM

  Services, Inc.

  



 


Accepted
and Agreed.


 


	
  By:

  	
  /s/
  Richard A. Barasch

  	
   

  
	
   

  	
  Name:

  	
  Richard
  A. Barasch

  	
   

  
	
   

  	
  Title:

  	
  CEO

  	
   

  



 






*** Material has been omitted pursuant to a
request for confidential treatment and filed separately with the SEC.